Filed by sedaredgar.com - Salamon Group, Inc. - Exhibit 10.9






THIS LICENSE AGREEMENT made effective as of the 20th day
of June, 2008.

BETWEEN:

SALAMON GROUP, INC., of a
Nevada Corporation having principal 
executive offices located at 4080
Paradise Road, #15-901, Las Vegas, 
Nevada, 89169, USA 

(“Salamon Group”)

AND:

482229 B.C. LTD., of Box 2242,
RPO Banks Centre, Kelowna, British 
Columbia, Canada, V1X 4K6

(the “Licensee”)

WHEREAS:

A. Salamon Group owns the proprietary rights to certain
technology and electrical power generation products derived from the technology
(the “Products”);

B. The Licensee has represented to Salamon Group that it had
the necessary expertise, contacts, experience, resources and facilities to
effectively manufacture, market distribute and sell the Products in the
Jurisdiction;

C. Salamon Group is willing to grant to the Licensee the
exclusive rights to manufacture, market, distribute and sell the Products in the
Jurisdiction under the terms and conditions of this Agreement.

THIS AGREEMENT WITNESSES that, for good and valuable
consideration, the receipt and sufficiency of which are acknowledged by Salamon
Group and the Licensee, the parties agree as follows:

1. INTERPRETATION

1.1 The following terms have the following meanings:

	 	(a) 	
      “Agreement” means this agreement and all schedules
      thereto;

	 	 	 	 
	 	(b) 	
      “Canadian GAAP” means Canadian generally accepted
      accounting principles;

	 	 	 	 
	 	(c) 	
      “Confidential Information” means any information
      that Salamon Group or any of its Representatives discloses to the Licensee
      or any of its Representatives during the term of this Agreement which is
      of a confidential nature concerning Salamon Group’s business and affairs,
      which information is not readily available to Salamon Group’s competitors
      in the alternative energy industry or the general public, including, but
      not limited to, the Patent Pending and all trade secrets, technology,
      knowhow and technical information, but excluding information
  that:

	 	 	 	 
	 		(i) 	
      was in the public domain at the time of Salamon Group’s
      communication to the Licensee or subsequently;

	 	 	 	 
	 		(ii) 	
      entered the public domain through no fault of the
      Licensee;







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	 	(iii) 	
      the Licensee can demonstrate was in the Licensee’s
      possession free of any obligation of confidence at the time of Salamon
      Group’s communication to the Licensee;

	 	 	 
	 	(iv) 	
      the Licensee can demonstrate was independently developed
      by the Licensee; or

	 	 	 
	 	(v) 	
      the disclosure of which is required by law, valid
      subpoena, or court or government order, provided, however, that the
      Licensee provides prompt notice of such required disclosure and the
      Licensee will have made a reasonable effort to obtain a protective order
      or other reliable assurance affording the Confidential Information
      confidential treatment and limiting its use solely for the purpose for
      which the law or order requires;




	 	(d) 	
      “Effective Date” means June 20, 2008;

	 	 	 
	 	(e) 	
      “Gross Revenues” means the gross revenue of the
      Licensee from the sale of the Products prior to any deductions whatsoever
      as measured according to Canadian GAAP, and for greater certainty, gross
      revenues will not include any bad debts;

	 	 	 
	 	(f) 	
      “Jurisdiction” means Canada;

	 	 	 
	 	(g) 	
      “License Fees” means the fees calculated and
      payable to Salamon Group pursuant to section4.1 hereof;

	 	 	 
	 	(h) 	
      “Minimum Sale Requirements” means the minimum
      purchase requirements for the Products, as described in Schedule “A”,
      which the Licensee must meet or exceed to remain as the exclusive
      distributor in the Jurisdiction.

	 	 	 
	 	(i) 	
      “Patent Pending”) means the patent application
      number 2,357,766 filed with the Canada Intellectual Property Office by
      John Salamon on September 4, 2001 and entitled “Electric Motor Generator
      (Box) Device for Electric Power” for protection of the design of the
      Products;

	 	 	 
	 	(j) 	
      “Products” means the product or products described
      in Recital A; and

	 	 	 
	 	(k) 	
      “Representatives” means shareholders, directors,
      officers, employees, contractors, agents, professional advisors or other
      representatives.



1.2 The foregoing recitals and the following Schedules form an
integral part of this Agreement:

Schedule “A” - Minimum Sale Requirements

2. GRANT OF LICENSE

2.1 Subject to the terms and conditions of this Agreement,
Salamon Group grants to the Licensee the non-transferable, exclusive license to
manufacture, market, distribute and sell the Products in the Jurisdiction.

2.2 The Licensee agrees not to:

	 	(a) 	
      distribute or sell the Products outside of the
      Jurisdiction;







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	 	(b) 	
      supply the Products to any party for the purpose of
      resale or distribution outside of the Jurisdiction; or

	 	 	 
	 	(c) 	
      actively solicit customers for the Products outside of
      the Jurisdiction without the prior written approval of Salamon Group,
      which approval may be withheld at its absolute
  discretion.



3. DURATION OF LICENSE

3.1 This Agreement commences on the Effective Date and
continues for an initial term of seven (7) years (the “Term”) unless
sooner terminated in accordance with Article 12.

3.2 The parties may extend or renew this Agreement only by
mutual written agreement and provided that the Licensee has fulfilled all its
obligations under this Agreement

4. LICENSE FEES AND PAYMENT

4.1 In consideration of the license to the Products granted to
Licensee under section 2.1, the Licensee agrees to pay to Salamon Group the
following License Fees:

	 	(a) 	
      a one time licensing fee of CDN$15,000 dollars, payable
      within twelve (12) months after the Effective Date;

	 	 	 
	 	(b) 	
      fees equal to three percent (3%) of the Licensee’s Gross
      Revenues derived from the sale of Products, payable within fourteen (14)
      days of the last day of each calendar quarter.



4.2 All License Fees and other amounts due to Salamon Group
will bear interest at an amount equal to three percent (3%) above the prime
commercial lending rate of interest which the Royal Bank of Canada charges to
its customers at the time, from the due date until paid if not paid in time.

4.3 Licensee will be responsible for payment of all reasonable
taxes notified to it (including income, sales, use, property, excise, value
added and gross receipts), import duties and fees and charges of any kind levied
or imposed by any federal, provincial, state or local governmental entity for
Products provided under this Agreement.

4.4 The Licensee will provide Salamon Group with a copy of its
annual financial statements within ninety (90) days of the Licensee’s financial
year end. Salamon Group will also have the right to request monthly
management-prepared financial statements in relation to the verification of the
amount of Gross Revenues included in the calculation of the License Fees.

4.5 Salamon Group will have the right, at its own expense
during normal business hours and on reasonable notice to the Licensee, either
directly or through its Representatives, to inspect and audit the Licensee’s
books and records to verify the determination of Gross Revenues and the
calculation of License Fees. Any such audit will be conducted on giving
reasonable notice of at least one week (except where fraud is reasonably
suspected) to the Licensee to take place during regular business hours at the
Licensee’s facilities and will not unreasonably interfere with the Licensee’s
business activities. If an audit reveals that the Licensee has underpaid the
License Fees to Salamon Group, the Licensee will pay such underpaid License Fees
within seven (7) days of such verification. If the underpaid License Fees exceed
three percent (3%) of the License Fees paid, then the Licensee will also pay or
reimburse Salamon Group’s reasonable costs of conducting the audit. If an audit
reveals that the Licensee has overpaid the Licence Fees to Salamon Group,
Salamon Group will repay such overpaid License Fees within seven (7) days of
such verification. 




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5. LICENSEE’S OBLIGATIONS

5.1 The Licensee agrees to:

	 	(a) 	
      use its best efforts to manufacture, market, distribute
      and sell the Products throughout the Jurisdiction;

	 	 	 
	 	(b) 	
      pay the License Fees in accordance with Article 4 as and
      when they are due;

	 	 	 
	 	(c) 	
      meet all of the Minimum Sale Requirements within the time
      limits set out in Schedule “A”;

	 	 	 
	 	(d) 	
      ensure that the Products are manufactured, marketed and
      sold in the Jurisdiction in accordance with applicable laws and
      regulations;

	 	 	 
	 	(e) 	
      be responsible for securing any certificates of origin,
      transport documents, approvals, licenses, permits, registrations or
      clearances, including CSA specifications , which may be required for
      manufacturing, distributing, marketing and selling the Products in the
      Jurisdiction, and also bear the cost of any and all taxes, assessments,
      duties, tariffs, charges and other expenses related to manufacturing,
      distributing, marketing and selling the Products in the
    Jurisdiction;

	 	 	 
	 	(f) 	
      upon request, give Salamon Group copies of the Licensee’s
      proposed sales and promotional material related to the Products for
      Salamon Group’s review and approval, to ensure that such materials are
      factually accurate and consistent with maintaining the good reputation of
      Salamon Group as the owner of the technology related to the
    Products;

	 	 	 
	 	(g) 	
      attend the most important trade shows in the Jurisdiction
      for similar products to the Products and keep Salamon Group fully informed
      of all new market developments in the Jurisdiction, including information
      on those products which are competitive with the Products, as and when
      requested by Salamon Group;

	 	 	 
	 	(h) 	
      refer any inquiries for Products from outside of the
      Jurisdiction to Salamon Group;

	 	 	 
	 	(i) 	
      maintain product liability insurance to cover claims
      totalling at least $100,000;

	 	 	 
	 	(j) 	
      maintain suitable offices, adequate facilities and
      trained personnel within the Jurisdiction to conduct business effectively
      throughout the Jurisdiction;

	 	 	 
	 	(k) 	
      provide Salamon Group with actual sales figures for the
      Products on a monthly basis, and annually with an updated list of the
      Licensee’s customers for the Products in the Jurisdiction and its
      marketing plan and sales projections for the coming season with regard to
      the Products;

	 	 	 
	 	(l) 	
      not modify or alter the Products without the prior
      written permission of Salamon Group; and

	 	 	 
	 	(m) 	
      ensure that the Products are not sold or distributed to
      any retail or wholesale outlet which, in the opinion of Salamon Group,
      adversely affects the image, profile or reputation of Salamon Group and
      the Products in the Jurisdiction.







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6. PATENT PENDING

6.1 The Licensee will: 

	 	(a) 	
      subject only to paragraph 3.2 above, not use or permit
      the use of the Patent Pending associated with the Products, except as
      supplied by Salamon Group;

	 	 	 
	 	(b) 	
      not do anything, directly or indirectly, to contest or
      impair any of Salamon Group’s claim to all right, title or interest in the
      Patent Pending;

	 	 	 
	 	(c) 	
      notify Salamon Group immediately of any infringement or
      threatened infringement of the Patent Pending;

	 	 	 
	 	(d) 	
      not initiate or defend any legal proceedings relating to
      the use of the Patent Pending in association with the Products without
      first obtaining the prior written consent of Salamon Group;

	 	 	 
	 	(e) 	
      if requested by Salamon Group, cooperate and assist
      Salamon Group in any matter concerning protection of the Patent
      Pending.



6.2 If the Licensee becomes aware of any infringement or
possible infringement involving the Patent Pending, the Licensee will
immediately notify and provide Salamon Group with any information at the
Licensee’s disposal. Salamon Group agrees to consult with the Licensee as to how
to respond, but only Salamon Group may, in its sole and absolute discretion,
initiate, defend or settle proceedings as Salamon Group may deem advisable under
the circumstances. If Salamon Group decides not to prosecute, defend or settle
proceedings within thirty (30) days of having received such notice, the Licensee
will be entitled to prosecute, defend or settle proceedings at the Licensee’s
own expense provided that such proceedings are necessary in order to protect the
Licensee’s rights under this Agreement, and in so doing the Licensee agrees to
consult with and notify Salamon Group of any action or proceedings which the
Licensee proposes to take in connection with such infringement or possible
infringement.

7. SALAMON GROUP’S REPRESENTATIONS AND OBLIGATIONS

7.1 Salamon Group represents and warrants that:

	 	(a) 	
      it owns the Patent Pending; and

	 	 	 
	 	(b) 	
      it is not breaching any obligations to any third party in
      granting the Licensee the license to manufacture, market, distribute and
      sell the Products in the Jurisdiction.



7.2 Salamon Group will provide the Licensee with schematics and
specifications and updated information regarding Patent Pending and the Products
that may be derived therefrom.

8. EXCLUSION OF WARRANTIES

8.1 Salamon Group expressly disclaims all warranties with
respect to the Products, express or implied, including, but not limited to, the
implied warranties of merchantability and fitness for a particular purpose.

8.2 Without limiting the generality of the foregoing, Salamon
Group does not warrant that the functions contained in the Products will meet
the requirements of the Licensee or of any purchaser of a Product or that the
operation of the Products will be uninterrupted or error-free or that defects in
the Products can be corrected. 




- 6 -

8.3 No oral or written information or advice given by Salamon
Group or any of its Representatives will create a warranty by Salamon Group with
respect to the Products.

8.4 The Licensee will bear the cost of any defective or
sub-standard Products and Salamon Group will have no liability whatsoever to the
Licensee or any other third party for any defective or sub-standard
Products.

9. CONFIDENTIALITY

9.1 The Licensee agrees to keep all Confidential Information
strictly secret and confidential and not, either directly or indirectly, use,
disclose, publish or reproduce Confidential Information, or cause or permit its
use, disclosure, publication or reproduction for any other purpose except to the
Licensee’s Representatives who need to know the Confidential Information and
from whom the Licensee has obtained similar agreements to keep such Confidential
Information confidential and not to disclose Confidential Information to any
non-Representative without Salamon Group’s prior express authorization. The
Licensee will use the same care to avoid disclosure of such Confidential
Information as it uses with its own similar confidential information which it
does not wish to disclose, but such standard of care will not be less than a
reasonable standard of care. The Licensee will be responsible for any breach of
these confidentiality obligations by any Representative to whom the Licensee
discloses the Confidential Information.

9.2 These confidentiality and non-disclosure provisions will
survive the termination of this Agreement.

10. RELATIONSHIP AND INDEMNITY

10.1 The Licensee is and will at all times remain an
independent contractor and will not hold itself out to be an agent, joint
venturer, partner, affiliate or employee of Salamon Group, or as related to
Salamon Group in any way other than as a licensee of the Patent Pending during
the term of this Agreement. This Agreement does not create any fiduciary
relationship between the parties.

10.2 The Licensee will hold Salamon Group and its
Representatives harmless from and defend Salamon Group and its Representatives
against all suits, proceedings, assessments, liabilities, losses, claims,
demands or actions of any nature or kind whatsoever (a “Claim”), directly
or indirectly arising out of, or in connection with the Licensee’s manufacture,
marketing, distribution and sale of the Products or any breach by the Licensee
of this Agreement, and will indemnify Salamon Group and its Representatives
against any and all damages, costs, expenses and fees (including, without
limitation, reasonable legal expenses and fees incurred), losses, fines or
penalties (together, “Costs”) incurred by Salamon Group on behalf of any
of them in the investigation or defence of any and all Claims, unless such
Claims or Costs are directly caused by the negligence of Salamon Group.

10.3 Salamon Group will hold the Licensee harmless from and
defend the Licensee and its Representatives against all Claims which may arise
from any breach by Salamon Group of this Agreement, and will indemnify the
Licensee and its Representatives against any and all Costs incurred by the
Licensee on behalf of them in the defence of any and all Claims, unless such
Claims or Costs are directly caused by the negligence of the Licensee.

11. APPOINTMENT OF SUB-LICENSEES OR SUB-DISTRIBUTORS

11.1 The Licensee will not appoint any sub-licensee or
sub-distributor for sale of the Products in the Jurisdiction without the prior
written consent of Salamon Group.




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11.2 If Salamon Group consents to the appointment of a
sub-licensee or sub-distributor under section 11.1 of this Agreement, the terms
of any sub-license or sub-distributor agreement will be subject to and not
inconsistent with the terms of this Agreement and the rights and obligations of
the Licensee herein.

12. TERMINATION

12.1 Salamon Group may terminate this Agreement immediately and
without notice:

	 	(a) 	
      if the Licensee becomes insolvent or ceases to carry on
      business, or takes any action to liquidate its assets, or stops making
      payments in the usual course of business, or is unable to meet its
      commitments in a due and timely fashion;

	 	 	 
	 	(b) 	
      if the Licensee files for bankruptcy or creditor
      protection or is adjudicated bankrupt or if the Licensee makes a proposal
      to its creditors;

	 	 	 
	 	(c) 	
      if the Licensee assigns or attempts to assign any of the
      rights and obligations granted in this Agreement without first obtaining
      the written consent of Salamon Group;

	 	 	 
	 	(d) 	
      if the Licensee conducts itself fraudulently or makes any
      misrepresentations in any of its dealings with Salamon Group or with
      others concerning the Patent Pending, the Products or in any financial or
      other credit information submitted by the Licensee to Salamon
  Group;

	 	 	 
	 	(e) 	
      is for any reason whatsoever, other than through the
      fault of Salamon Group, unable to distribute and/or sell the Products in
      the Jurisdiction for more than ninety (90) days after the first year from
      the Effective Date; or

	 	 	 
	 	(f) 	
      if the Licensee fails or refuses to comply with any other
      requirement or obligation under this Agreement and such default is not
      cured within thirty (30) days after the Licensee has received notice of
      breach from Salamon Group.



13. EFFECTS OF TERMINATION

13.1 Upon the termination of this Agreement:

	 	(a) 	
      all rights granted to the Licensee will automatically
      revert back to Salamon Group;

	 	 	 
	 	(b) 	
      the Licensee will immediately stop using the Patent
      Pending and manufacturing and marketing any Products, failing which
      Salamon Group will be entitled to relief by way of a temporary or
      permanent injunction and such other and further relief as any court with
      jurisdiction may deem just and proper;

	 	 	 
	 	(c) 	
      the Licensee will be entitled to sell its remaining
      supply of Products, provided that it is not in breach of the Agreement,
      unless Salamon Group elects to purchase such Products from the Licensee at
      the Licensee’s cost or such other price that the parties may agree
      upon.



13.2 No termination will in any way operate to deny Salamon
Group of its rights under this Agreement or remedies, either at law or in
equity, or to relieve the Licensee from making payments or of fulfilling any
other obligation accrued prior to the effective date of termination.




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14. SALE, ASSIGNMENT AND TRANSFER

14.1 This Agreement will enure to the benefit of the successors
and assigns of Salamon Group. Salamon Group will have the right to assign its
rights under this Agreement to any third party provided that such third party
agrees in writing to assume all obligations of Salamon Group under this
Agreement.

14.2 The Licensee will not, without Salamon Group’s prior
written consent, which consent may be withheld at the absolute discretion of
Salamon Group, directly or indirectly purport to sell, assign or transfer its
interest in this Agreement to any other party.

15. GOVERNING LAW

15.1 This Agreement will be governed by and interpreted in
accordance with the laws of British Columbia and the Jurisdiction, and the
parties irrevocably attorn to the jurisdiction of the courts of British Columbia
in respect to any and all matters arising out of or in connection with this
Agreement.

16. NOTICES

16.1 All notices required or permitted to be given by one party
to the other under this Agreement will be sufficient if sent by certified mail
or electronic mail, return receipt requested, or by overnight courier, to the
parties at the respective addresses set forth below or to such other addresses
as the parties may from time to time inform each other by notice hereunder:

	 	If to Salamon Group: 
	 	  
	 	Salamon Group, Inc. 
	 	415 – 1028 Alberni Street 
	 	Vancouver, British Columbia, V6E 1A3 
	 	Fax: 604-408-3872 
	 	  
	 	If to the Licensee: 
	 	  
	 	482229 B.C. LTD. 
	 	Box 2242, RPO Banks Centre 
	 	Kelowna, British Columbia V1X 4K6 
	 	  
	 	Attention: Harold Schneider 
	 	Phone: 250-491-8111 
	 	Fax: 250-491-3919 


17. TIME OF THE ESSENCE

17.1 Time will be of the essence of this Agreement and no
extension or variation of this Agreement or any obligation hereunder will
operate as a waiver of this provision.

18. ENTIRE AGREEMENT

18.1 This Agreement embodies the entire agreement between the
parties and supercedes any and all prior agreements with respect to the right to
manufacture, market, distribute and sell of the Products in the Jurisdiction and
may not be amended or modified except in writing signed by both parties.




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19. SEVERABILITY

19.1 If any provision or portion of this Agreement or its
application proves to be invalid or unenforceable, this will not affect any
other provision or portion which will remain separately valid and enforceable to
the fullest extent permitted by law.

20. WAIVER

20.1 A waiver by either of party of any term or condition of
this Agreement in any particular instance will not be deemed or construed to be
a waiver of such term or condition in the future, or any subsequent breach
thereof, and the remedies, rights, undertakings and obligations contained in
this Agreement will be cumulative and none of them will be in limitation of any
other remedy, right, undertaking, obligation or agreement by either of the
parties hereto.

21. RELATIONSHIP OF THE PARITIES

21.1 Nothing in this Agreement is intended to create a
partnership or legal relationship of any kind that would impose liability on one
party for the act or failure to act of the other party, or to authorise either
party to act as agent for the other party. Neither party will make
representations, act in the name of, on behalf of or otherwise bind the other
party.

22. FORCE MAJEURE

22.1 Neither party will be liable for its failure to perform
any of its obligations under this Agreement due to a cause beyond its reasonable
control (except those caused by its own lack of funds), namely, acts of God,
fire, storm, flood, explosion, acts of public enemy, war and riot
(“Intervening Event”). All time limits imposed by this Agreement will be
extended by a period equivalent to the period of delay resulting from an
Intervening Event, provided however that a party relying on this provision will
promptly give written notice to the other party of the details of the
Intervening Event and when it ceases to exist, take all reasonable steps to
eliminate the Intervening Event and perform its obligations under this Agreement
as far as practicable.

23. EXECUTION

23.1 This Agreement may be executed in one or more
counterparts, each of which so executed will constitute an original and both of
which together executed individually or otherwise will constitute one and the
same agreement and this Agreement may be executed by fax or other means of
electronic communications producing a printed copy.

IN WITNESS WHEREOF the authorized signatories of the parties
hereto have executed this Interim Agreement as of the day and year first above
mentioned.

SALAMON GROUP, INC.

	Per: 	(signed) “John Salamon” 	 
	  	John Salamon, CEO 	 
	  	  	 
	482229 B.C. LTD. 	 
	  	  	 
	  	  	 
	Per: 	  	 
	  	Authorized Signatory 	 






SCHEDULE “A”

MINIMUM SALE REQUIREMENTS

In order to maintain its exclusive rights to manufacture,
market, distribute and sell the Products under this Agreement, the Licensee must
meet or exceed the following Minimum Sale Requirements:

	1. 	
      During the year ended December 31, 2008, a minimum of
      CDN$0.00 of Products sold.

	 	 
	2. 	
      During the year ended December 31, 2009, a minimum of
      CDN$20,000.00 of Products sold.

	 	 
	3. 	
      During the year ended December 31, 2010, a minimum of
      CDN$30,000.00 of Products sold.

	 	 
	4. 	
      During the year ended December 31, 2011, a minimum of
      CDN$40,000.00 of Products sold.

	 	 
	5. 	
      During the year ended December 31, 2012, a minimum of
      CDN$50,000.00 of Products sold.

	 	 
	6. 	
      During the year ended December 31, 2013, a minimum of
      CDN$60,000.00 of Products sold.

	 	 
	7. 	
      During the year ended December 31, 2014, a minimum of
      CDN$70,000.00 of Products sold.